End User License Agreement

INVINCIBLE VS

End User License Agreement

Last Updated: January 14, 2026

IMPORTANT ARBITRATION NOTICE FOR RESIDENTS IN THE UNITED STATES AND CANADA ONLY: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AND CLASS-WIDE ARBITRATION AS DETAILED IN SECTION 14 BELOW.

This INVINCIBLE VS End User License Agreement (the “Agreement”) is a legal contract between you and Skybound Game Studios, Inc. Along with our affiliate company Skybound, LLC, we refer to ourselves in this Agreement as “Company,” “we,” “us,” and ”our.” This Agreement covers the terms and conditions by which we offer you access to use our games, products, applications, features, software, digital content, documentation, websites, files, offerings, promotions, and other goods and services made available for download or use (collectively, the “Services”).

By accessing or using our Services, you are entering into a binding agreement with Company that includes: (a) this Agreement; (b) our Privacy Policy, available at https://www.skybound.com/privacy-policy (“Privacy Policy”); and (c) any other terms, conditions, or policies linked to in this Agreement or our Privacy Policy. Therefore, please carefully review these documents. If you do not agree with the terms of these documents, you are not permitted to access, download, or otherwise use the Services. If there is a conflict between this Agreement and any other applicable terms or conditions covering a specific area of the Services, the other applicable terms and conditions shall control unless they expressly state otherwise.

Please read this Agreement carefully, and take particular care when reviewing these sections:

Dispute Resolution and Arbitration Agreement. Please read the binding arbitration clause and class action and jury trial waiver in Section 14. It affects how disputes between you and us are resolved. You have a time-limited right to opt out of the binding individual arbitration requirement, as explained below in Section 14(c).

Refund Policy. Please review our Refund Policy in Section 3. Other than a few exceptions, you lose the right to change your mind, cancel an order, or get a refund if you get immediate access to or download games, apps, features, or other digital content or Services. Please understand that we cannot issue refunds for any transactions through Digital Storefronts (defined below) or any other third party marketplace, and you should carefully review their refund policy(ies), if any.

Acceptable Use Policy. We need your help to ensure that our social and online experiences are inclusive and respectful for all users. By accessing or using our Services, you agree to follow our Acceptable Use Policy in Section 4 which covers the code of conduct we expect all users to follow for both in-game behavior and certain out-of-game conduct in connection with the Services.

Your Use of the Services.

(a) Age Restrictions. No parts of our Services are directed to persons under the age of 18. If you are under 18 (or under the legal age of adulthood in your state or country), ask your parent or guardian to review and explain this Agreement to you and to agree to this Agreement on your behalf; they should also supervise your use of the Services. If you are the parent or guardian of children under 18 (or under the legal age of adulthood in your state or country), you agree that you will be responsible for all uses of the Services by your child whether or not such uses were authorized by you. You are legally and financially responsible for all actions using or accessing the Services, including the transactions or other actions of anyone you allow to access the Services or your account.

(b) About This Agreement. We reserve the right to modify this Agreement and to modify, suspend, or discontinue the Services, in whole or in part, at any time. By indicating your acceptance of this Agreement you agree to be bound by the terms of this Agreement (including its dispute resolution terms), as well as our Privacy Policy. If we determine we need to amend this Agreement, we will provide you advance notice of such changes to the Agreement through the Services or through other measures that we determine are appropriate. If you indicate your acceptance to such changes to the Agreement after being notified of them, you agree to be bound by the revised terms of this Agreement. If you do not accept the changes, you are not permitted to use the Services.

(c) Your Account. Some elements of the Services may require that you register an account. To create an account, you may be asked to provide an email address, cell phone number, a username, and a password and any other information as separately specified. You may be required to link your account to, and sign into your account using, an account you maintain with Google, Steam, or another Third Party Service (as defined below). You agree to provide only accurate, current, and complete information about you. You are entirely responsible for keeping your account username and password safe. You also agree not to sell, transfer, or share your account, username, or password, and you agree to notify us immediately if you suspect any unauthorized use of your account. We have the right to deny the creation of any account, for any reason, and we reserve the right to terminate any account that we determine violates this Agreement.

Limited License.

(a) Your Personal, Non-Commercial Use. Subject to your continued compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for your personal, non-commercial enjoyment on your devices for use by only one person at a time. The Services, including the Content (defined below), are licensed, not sold. This license is personal to you only and doesn’t give you ownership rights in any features or Content in, or created using, the Services.

(b) We Reserve All Rights to our IP. We, and our licensors, own and reserve all rights, title, and interest in and to the Services, including all information, text, data, files, code, scripts, designs, graphics, artwork, illustrations, photographs, sounds, music, titles, themes, objects, characters, names, dialogue, locations, stories, animation, concepts, audio-visual effects, virtual goods and effects, interactive features, gameplay, game mechanics, methods of operation, and the compilation, assembly, and arrangement of the materials of the Services and any and all copyrightable material; trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including ours; and other forms of intellectual property (all of the foregoing, collectively “Content”). The Services may include third-party code. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such code, not by us.

(c) Restrictions. The limited license granted in this Agreement does not give you any right to and you may not sell, copy, loan, transfer, assign, lease, disassemble, decompile, decrypt, hack, derive source code from, reverse engineer, modify, create derivative works of, or otherwise exploit the Services (including the Content). The Services may be suspended or terminated for any reason, in our sole discretion, and without advance notice or liability. If we terminate your account, any license from us to you to use the Services or any Content ends immediately. Your unauthorized use of the Services and/or Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.

(d) Legal Effect. This license describes certain legal rights. You may have other rights under the laws of your state or country. This license doesn’t change your rights under the laws of your state or country if the laws of your state or country forbid it from doing so.

(e) Virtual Items. When you download, obtain, earn, or are gifted any virtual items including goods, effects, points, resources, achievements, or other digital content, you do not obtain any ownership rights in such virtual items; you get a license to access those virtual items subject to this Agreement. Virtual items have no monetary value and cannot be used outside of the Services, and may not be sold, transferred, or redeemed for real money or items of value.

Payment Terms.

(a) Fees and Billing. Some aspects of the Services may require you to pay a fee. We may bill you (a) in advance; (b) at the time of purchase; or (c) shortly after purchase.

(b) Payment. By completing a transaction through your account, you agree to pay for all charges to your account made by you or any third party (including unauthorized charges) and agree to provide accurate and complete payment information. You further agree that you are the authorized user of the card, PIN, key, account, or other payment method we may identify as acceptable associated with charges to your account. All transactions may be deemed to be governed by law and regulatory requirements applicable at the time the transaction was completed. We may suspend or cancel the Services if we do not receive an on-time, full payment from you. Suspension or cancellation of the Services for non-payment could result in a loss of access to and use of your account and any Content. You agree that you will not use IP proxying or other methods to disguise the place of your residence, whether to circumvent geographical restrictions on game content, to purchase at pricing not applicable to your geography, or for any other purpose. If you do this, we may terminate your access to your account and the Services.

(c) Purchases. When you purchase any of our Services or other products or features in our games or apps on any Digital Storefront (defined below), Company is not a party to the transaction and your purchase will be governed by the Digital Storefront’s payment terms and conditions. Please review the applicable terms of service for additional information. You can also contact our support team as described below for questions concerning refunds of purchases. For such transactions, your order will represent an offer to us to obtain a limited license and right to use the relevant Service(s) that will be accepted by us when we accept payment. At that point, the limited license begins.

(d) Taxes and Other Charges. You are solely responsible for paying any sales taxes or other charges added at the time you complete a transaction. You are responsible for all bank fees related to any transactions or failed transactions (e.g., chargebacks from your bank or credit card provider) initiated by you, including domestic and international transaction fees.

(e) Refund Policy. YOU ACKNOWLEDGE THAT COMPANY IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED SERVICES, EVEN WHEN AN ACCOUNT IS CLOSED OR TERMINATED, WHETHER SUCH CLOSURE OR TERMINATION WAS VOLUNTARY OR INVOLUNTARY, OR WHETHER YOU MADE A PAYMENT THROUGH THE SERVICES OR ANOTHER DIGITAL STOREFRONT OR PLATFORM SUCH AS APPLE, GOOGLE, STEAM, OR ANY OTHER SITES OR PLATFORMS WHERE WE OFFER OUR SERVICES. If you request a refund within thirty (30) days from the date of your purchase, we may decide to refund your completed transaction amount. Please understand that we cannot issue refunds for any transactions through any Digital Storefronts (defined below) or any other third party marketplace, and you should carefully review their refund policy(ies), if any.

Code of Conduct.

(a) User Rules. You agree that you will only use the Services or any Third Party Services (defined below) for lawful purposes, in compliance with this Agreement and applicable laws, for your own personal, non-commercial use.

(b) Acceptable Use Policy. You agree only to use the Services in a manner that is consistent with this Agreement, and that you SHALL NOT:

exploit any of the Services commercially, including, but not limited to, at a cyber (Internet) café, computer gaming center, or any other location-based site;
share, upload, distribute, transmit, display, perform, reproduce, duplicate or publish files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Services;
use cheats, automation software (bots), hacks, or any other unauthorized third-party software designed to modify the Services;
use the Services or any part thereof in any manner that could disable, overburden, damage, disrupt or impair the Services or any part thereof or interfere with any other party’s use of the Services or any part thereof, or use any device, software or routine that causes the same;
attempt to gain unauthorized access to, interfere with, overwhelm, burden, damage, disrupt, impair damage or disrupt or negatively impact the Services, accounts registered to other users, or the computer systems or networks connected to the Services or any part thereof
use, reproduce or remove any proprietary notations displayed on or through the Services (e.g., trademark or copyright notices);
use or attempt to use another person’s account or device without their permission
use the Services or permit the use of the Services on more than one computer, game console, mobile device, handheld device, or other game platform at the same time, unless expressly authorized by Company or Digital Storefront;
use or permit the use of the Services in a network, multi-user arrangement, or remote access arrangement, including where it could be downloaded by multiple users;
sell, rent, lease, license, distribute, or otherwise transfer the Services or any copies thereof to any third party;
reverse engineer, derive source code from, modify, decompile, disassemble, copy, or create derivative works of the Services, in whole or in part, except where permitted by law;
circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services or any part thereof;
create data or executable programs which mimic data or functionality in the Services, unless expressly authorized by Company; or
use any robot, hacks, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services or any part thereof to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
use the Services for or post content that is harmful, harassing, unethical, fraudulent, obscene, vulgar, abusive, profane, harmful, disruptive or otherwise objectionable or offensive purposes, violates other contractual or fiduciary rights, duties, or agreements;
impersonate any other person or entity, whether actual or fictitious, or misrepresent your affiliation with any entity;
violate any applicable laws, rules, or regulations in connection with your use of the Services;
use the Services in any way not expressly permitted by this Agreement;
attempt to do any of the foregoing; or
encourage, solicit, aid, enable, or assist any third party to do any of the foregoing.

(c) Consequences. If you do not follow our Acceptable Use Policy or any other terms governing specific components of the Services to which you have separately agreed, which we may post and update from time to time on our websites and apps, we may, in our sole discretion, stop providing the Services to you, close your account, or take appropriate disciplinary measures to enforce this Agreement. We may also notify law enforcement (or another appropriate government agency) if the breach involves a threat to the life or safety of yourself or others, or any other activity that we believe to be unlawful. We are not liable for any violation of this Agreement by you or by any other user.

(d) Monitoring. We may (but are not obligated to) actively monitor use of the Services, both on our own servers and on your computer or device, for a wide variety of different purposes, including preventing cheating and hacking, reducing toxic user behavior, and improving the Services. We may monitor and collect data regarding use of the Services in accordance with our Privacy Policy.

User Generated Content.

The Services or Third Party Services (defined below) may enable you or others to create, upload, store, access, or share content, including your communications and interactions with others, your postings submitted to us or through the Services, and the files, photos, images, documents, audio, digital works, art, graphics, livestreams, videos, account statistics, feedback, suggestions, comments, text, and other materials created by you and/or others and uploaded, stored, broadcasted, or shared through the Services or other services (“UGC”). UGC also includes any individual or entity’s name, image, likeness, pictures, brand, social media handles, and profile, biographical, and biometric information (“Persona”) to the extent incorporated therein. We do not claim ownership of any UGC, and you are solely responsible for your UGC. In exchange for your use of the Services, and to the extent that your UGC gives rise to any copyright interest, you hereby grant Company and the Licensed Parties (defined below) the worldwide, perpetual, royalty-free, irrevocable, sublicensable, unrestricted, non-exclusive right to use, reproduce, modify, create derivative works based upon, distribute, transmit, publicly display, publicly perform, and otherwise use and exploit your UGC or any portion thereof for any purpose whatsoever , in any form and in any and all media or distribution methods, now known or later developed, for commercial and non-commercial purposes, without compensation, notice, or credit to you. You hereby waive and agree never to assert any moral rights of paternity, publication, reputation, or attribution with respect to use of your UGC as licensed herein under applicable law. You represent and warrant that you own the sole unencumbered right in your UGC and to grant this license and that use of your UGC as granted herein will not violate or infringe the rights of any third parties or cause the Licensed Parties to incur any additional fees. We reserve the right, but we are not obligated, to suppress, block, hide, remove, or delete any or all UGC at our sole discretion, and to report any illegal UGC and related user information to the appropriate authorities. To the fullest extent permitted under applicable law, you agree to hold the Licensed Parties harmless for any loss or damages arising from your UGC including, without limitation, any Persona as incorporated therein.

Third Party Services.

(a) Third Party Services. Our Services may allow you to access (paid or unpaid), use, or otherwise interact with content, software, features, products, platforms, offerings, and services operated or provided by companies or entities other than us (“Third Party Services”). If you choose to access, use, transact with, or otherwise interact with any Third Party Services, you do so at your own risk, and you understand that by using our Services, you are directing the applicable company or entity to make Third Party Services available to you. You are solely responsible for your dealings with third parties. You acknowledge and agree that when you access, use, or interact with Third Party Services using our Services, the applicable terms of this Agreement and any applicable usage terms including, without limitation, the privacy policy(ies), if any, associated with the Third Party Services will govern your use of that Third Party Service. We do not endorse any Third Party Services that are compatible with, or made available or marketed on or through, the Services. You represent and warrant that you will not use any Third Party Services in any manner that infringes upon the intellectual property rights of Company or any third party or otherwise use or appropriate any third party’s intellectual property without the express written authorization of the owner. We do not license any intellectual property to you as part of any Third Party Services, and we are not responsible or liable to you or others for any information, content, materials, or services provided by any Third Party Services or for the results obtained from using them.

(b) Digital Storefronts. The Services may be made available through a platform, participating third-party online store, application store, or other store authorized by us (“Digital Storefront(s)”). This Agreement and the availability of the Services through any Digital Storefront is subject to the additional terms and conditions set forth on or required by the applicable Digital Storefront and all such applicable terms and conditions are incorporated herein by this reference. We are not a party to any transactions through the Digital Storefronts as those are administered by the Digital Storefronts. We have no responsibility or liability to you for your transactions with the Digital Storefronts. You acknowledge that the Digital Storefront has no obligation to provide any maintenance or support services to you in connection with the Services. If an app, game, or other portion of the Services fails to conform to any applicable warranty, you may notify the Digital Storefront, and the Digital Storefront may refund the purchase price, if any, to you, but, to the fullest extent permitted by applicable law, the Digital Storefront will have no other warranty obligation whatsoever with respect to the Services. Any claim in connection with the Services including, without limitation, those related to product liability, a failure to conform to applicable legal or regulatory requirements, claims under consumer protection or similar legislation, or intellectual property infringement are governed by this Agreement, and the Digital Storefront is not responsible for such claims. You must comply with the Digital Storefront terms of service and any other Digital Storefront applicable rules or policies.

Updates and Features.

(a) Updates. We may provide patches, updates, or upgrades to the Services that may be required to continue using the Services, including automatically and in the background without notice to you. Such updates are subject to this Agreement unless other terms are presented with the updates, in which case, those other terms apply. We aren’t obligated to make any patches, updates, or upgrades available. It is your responsibility to ensure your equipment and device(s) meets all the necessary technical specifications to enable you to access and use the Services. We don’t guarantee that we will support the version of the system or device for which you licensed, obtained, or purchased any part of the Services.

(b) Availability. The Services and Content may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or device. If you change locations, you may need to re-acquire the Services or Content that were available to you and paid for in your previous region, if applicable. We are not liable for any disruption or loss you may suffer as a result of any occasional disruptions and outages in availability of the Services.

(c) Internet-Based Services. The Services may connect to the internet or a wireless network. Using the Services operates as your consent to the transmission of standard device information (including but not limited to technical information about your device, system, software, and peripherals) for internet-based or wireless services. You are solely responsible for the maintenance and reliability of your internet connection and wireless access at your own cost.

(d) Promotions. “Promotions” means all giveaways, sweepstakes, contests, and other promotions sponsored by Company. We reserve the right, in our sole discretion, to interpret the rules of any Promotion, and such interpretation and all decisions by us shall be final and binding upon all participants in the Promotion. We reserve the right to disqualify any participant that we determine, in our sole discretion, violates the rules of the Promotion. We reserve the right, in our sole discretion, to modify, extend, suspend, cancel, and/or terminate any Promotion, or any part of it, at any time.

Third Party Beneficiaries.

Neither the Digital Storefronts, nor the providers of any Third Party Services are parties to this Agreement, and neither shall be liable to you for any direct or indirect damages, but each is a third-party beneficiary to this Agreement, and each may enforce this Agreement against you directly to the extent it may deem such enforcement necessary or advisable to protect its rights.

Governing Law and Jurisdiction.

This Agreement is entered into in the State of California and shall be governed by, and construed under, the laws of the State of California without regard to conflict of law rules. Except as otherwise expressly set out in Section 14 (“Resolving Disputes; Agreement To Arbitrate; Class Action and Jury Waiver”) the exclusive jurisdiction for all disputes that you and Company are not required to arbitrate will be the state and federal courts located in Los Angeles, California, U.S.A., and you and Company each waive any objection to jurisdiction and venue in such courts. You and we further acknowledge and agree that the agreement to arbitrate below affects interstate commerce and that the U.S. Federal Arbitration Act and federal arbitration law apply to arbitrations under this Agreement (despite any other choice of law provision).

Warranty Disclaimer.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED TO YOU “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” NEITHER COMPANY, THE DIGITAL STOREFRONTS, NOR ANY OF OUR OR ITS RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, OR LICENSORS (COLLECTIVELY, THE “LICENSED PARTIES“) MAKE ANY REPRESENTATIONS, WARRANTIES, PROMISES, OR GUARANTEES OF ANY KIND WHATSOEVER AS TO THE SOFTWARE, CONTENT, THIRD PARTY SERVICES, OR OTHER SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THE LICENSED PARTIES DO NOT WARRANT THAT THE SERVICES OR THIRD PARTY SERVICES WILL BE ACCURATE OR RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR FREE OF VIRUSES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE LICENSED PARTIES DISCLAIM ANY IMPLIED WARRANTIES INCLUDING FOR NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SATISFACTORY QUALITY.

WE DO NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION OF ONLINE FEATURES, MULTIPLAYER FUNCTIONALITY, OR ACCESS TO PLAYSTATION NETWORK SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY LIABILITY FOR ANY DISRUPTIONS, DELAYS, OUTAGES, OR OTHER CONNECTIVITY ISSUES RELATED TO THE APPLICABLE PLATFORM OR YOUR INTERNET SERVICE. THE PROVISION, QUALITY, AND SECURITY OF INTERNET CONNECTIVITY ARE THE SOLE RESPONSIBILITY OF THE THIRD PARTY PROVIDING YOUR INTERNET SERVICE.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE SERVICES WILL BE INTEROPERABLE OR COMPATIBLE WITH OTHER SOFTWARE, OR (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS AUTHORIZED REPRESENTATIVE(S) SHALL CREATE A WARRANTY.

THE DISCLAIMERS CONTAINED IN THIS SECTION APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SERVICES, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH OR IN CONNECTION WITH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

COMPANY MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED ON THE SERVICES OR INFORMATION AND/OR RELATED GRAPHICS PUBLISHED AS PART OF THE SERVICES FOR ANY PURPOSE. THE SERVICES, INFORMATION, AND RELATED GRAPHICS PUBLISHED AS PART OF THE SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU UNDERSTAND AND AGREE THAT TEMPORARY INTERRUPTIONS OF THE SERVICES MAY OCCUR AS NORMAL EVENTS. YOU FURTHER UNDERSTAND AND AGREE THAT WE HAVE NO CONTROL OVER THIRD PARTY NETWORKS YOU MAY ACCESS IN THE COURSE OF THE USE OF THE SERVICES, AND THEREFORE, DELAYS AND DISRUPTION OF OTHER NETWORK TRANSMISSIONS ARE COMPLETELY BEYOND COMPANY’S CONTROL.

Limitations of Our Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY OF THE LICENSED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.

IN THE EVENT YOU HAVE ANY BASIS FOR RECOVERING DAMAGES ARISING FROM THE SERVICES OR A BREACH OF THIS AGREEMENT, YOU AGREE THAT YOUR EXCLUSIVE REMEDY IS TO RECOVER FROM THE LICENSED PARTIES DIRECT DAMAGES, AND YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL THE LICENSED PARTIES’ AGGREGATE LIABILITY TO YOU ARISING FROM ANY AND ALL DISPUTES EXCEED THE AMOUNT YOU ACTUALLY PAID TO COMPANY FOR THE SERVICE CAUSING THE DAMAGE (IF ANY) DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT, INCIDENT, OR OCCURRENCE GIVING RISE TO THE DISPUTE.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATIONS OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification.

To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Licensed Parties from and against any and all third-party claims, liabilities, damages, losses, costs and expenses (including, reasonable attorneys’ fees and costs) arising out of or in connection with: (a) your breach or alleged breach of this Agreement; (b) any information, UGC, or other content provided by you; (c) your use or misuse of the Services; and/or (d) your acts or omissions. The Licensed Parties reserve the right to assume, at their own expense, the exclusive defense and control of any matter subject to indemnification by you, and in such case you agree to cooperate with our defense of any claim.

You are solely responsible for any third party costs you incur to use the Services, and you bear all risk of loss for accessing or using the Services.

Termination.

(a) You may stop using the Services and related services at any time and terminate this Agreement by destroying and/or deleting all copies of any materials or software in your possession. We may modify, suspend, discontinue, substitute, remove, replace or limit your access to any aspect of the Services or Content at any time to the fullest extent under applicable law. We may suspend or terminate this Agreement and/or your access to any aspects of the Services or Content immediately if we, in our sole discretion, determine you violate this Agreement. You understand, acknowledge, and agree that our decision to suspend or terminate this Agreement and/or your access to any part of the Services or Content, in our sole and absolute discretion, shall be final, binding, and conclusive upon you, and that we shall have no responsibility or liability to you whatsoever at any time in connection therewith.

(b) If your use of the Services is terminated, whether by you or us, the rights granted to you under this Agreement will stop immediately, you must stop using the Services and Content, and your information associated with your use of the Services will be deleted or otherwise disassociated from you (unless otherwise required by law to retain, return, or transfer it to a third party designated by you). You will not be able to access any Content or other information stored on the Services.

Resolving Disputes; Agreement To Arbitrate; Class Action and Jury Waiver.

PLEASE READ THIS SECTION (THE “ARBITRATION AGREEMENT”) CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. THIS SECTION ALSO CONTAINS A JURY TRIAL WAIVER AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR CONSOLIDATED ACTION IN ARBITRATION OR LITIGATION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

(a) Mandatory Individual Arbitration

Any dispute, claim, or controversy between you and the Licensed Parties (“Dispute”), including but not limited to disputes, claims, or controversies related to or arising from the Services or this Agreement, including without limitation, those relating to the formation, breach, termination, enforcement, interpretation, validity, scope, or applicability of the Agreement or the Arbitration Agreement included herein, whether such Dispute arose before, on, or subsequent to you entering this Agreement, and if not resolved through the informal dispute resolution procedure set forth in subsection (b) below, shall be exclusively resolved by individual, binding arbitration in accordance with this Arbitration Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any Dispute that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these terms are unconscionable or illusory, in whole or in part, and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding the foregoing and the “Class Action / Jury Trial Waiver” section below, you and the Licensed Parties each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other IP rights. Any legal action by Licensed Parties against a non-consumer or its interactions with governmental and regulatory authorities shall not be subject to arbitration. Either party may also elect to have Disputes heard in small claims court seeking only individualized relief, so long as the action is not removed or appealed to a court of general jurisdiction.

To the fullest extent permissible by applicable law, all Disputes against Licensed Parties, including but not limited to Disputes arising out of or relating in any way to the Services or this Agreement, must be filed within one (1) year after such Disputes or cause of action arose or it will be forever barred.

If any Dispute is determined not to be subject to arbitration or resolution in small claims court, the exclusive jurisdiction and venue for proceedings concerning such Dispute shall be the federal or state courts of competent jurisdiction in California, specifically in Los Angeles. Any Dispute and this Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the state of California, without regard to choice or conflict of law principles.

If any court or arbitrator determines that this Arbitration Agreement is void or unenforceable for any reason as to Disputes arising before the date of posting of this Arbitration Agreement, then you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions, as applicable.

If you or any Licensed Parties file or cause to be filed in court (other than small claims court) a complaint alleging a Dispute that is subject to arbitration under this Arbitration Agreement, the defendant/respondent will notify the party or the party’s attorney (if an attorney has entered an appearance) of the existence of this Arbitration Agreement, and request that the complaint be withdrawn. If the party does not withdraw the action within ten (10) calendar days of service of that notice, and the defendant/respondent successfully moves to compel arbitration of the Dispute, the defendant/respondent shall be entitled to its costs and fees (including reasonable attorneys’ fees) incurred in seeking to enforce this Arbitration Agreement.

(b) Class Action / Jury Trial Waiver

You and Licensed Parties agree that, to the fullest extent permitted by law, each party is waiving the right to a trial by jury or to participate as a plaintiff, claimant, or class member in any class, collective, private attorney general, representative, or consolidated proceeding (other than the permitted “Mass Filing Procedures” set forth below). This means that you and Licensed Parties may not bring a Dispute on behalf of a class or group and may not bring a Dispute on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual Dispute. This also means that you and Licensed Parties may not participate in any class, collective, private attorney general, representative, or consolidated proceeding (other than the permitted Mass Filing Procedures) brought by any third party.

Unless both you and Licensed Parties agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, representative, or consolidated proceeding (other than the permitted Mass Filing Procedures). Notwithstanding the foregoing, you or Licensed Parties may participate in a class-wide settlement.

To opt out of this Arbitration Agreement, you must send us a written notice (“Opt-Out Notice”) by email at [email protected] no later than thirty (30) days after you first agreed to this Arbitration Agreement (“Opt-Out Period”). The Opt-Out Notice must contain your full legal name, your complete mailing and email address and phone number, a clear statement that you wish to opt out of this Arbitration Agreement, and your signature. If your Opt-Out Period has passed, you are not eligible to opt out of this Arbitration Agreement, and you will be bound to the terms and conditions of this Arbitration Agreement.

If you opt out of this Arbitration Agreement, all other provisions of this Agreement will continue to apply to you. Additionally, if you opt out of this Arbitration Agreement, you may still be bound to previous versions of this Arbitration Agreement or other arbitration agreements by reason of your separate agreement to them. In other words, opting out of this Arbitration Agreement shall have no effect on any previous arbitration agreements you entered into with Licensed Parties. If you timely provide Licensed Parties with a valid Opt-Out Notice, and you are not bound to any previous or other arbitration agreements with Licensed Parties, all Disputes between you and Licensed Parties shall be subject to the exclusive jurisdiction of, and you consent to venue in, the state and federal courts located in California, and all Disputes shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State of California, without regard to choice or conflict of law principles.

If Licensed Parties make any future changes to this Arbitration Agreement (other than a change to the Notice Address (defined below) or other non-material changes), Licensed Parties will provide you with notice (to the extent we have your contact information). You may reject any such change by sending an email to Licensed Parties at [email protected] within thirty (30) days of the posting of the amended arbitration agreement that provides: (i) your full legal name, (ii) your complete mailing address, (iii) your phone number, (iv) the change(s) you are rejecting, (v) and, if applicable, the username or email address associated with any purchase from Licensed Parties. This is not an opt out of arbitration altogether. Your continued use of the Services after this 30-day period constitutes acknowledgment of, and agreement to, the changes to the Arbitration Agreement.

(d) Rules and Governing Law

Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures: You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, in the event of a Dispute, you and Licensed Parties each agree to send the other party a written notice of such dispute (“Notice of Dispute”). A Notice of Dispute from you to Licensed Parties must be emailed to [email protected] (the “Notice Address.”) Any Notice of Dispute must include (i) the claimant’s full legal name, complete mailing address, and email address; (ii) a description of the nature and basis of the Dispute; (iii) any relevant facts regarding claimant’s use of the Services, including whether claimant has made a purchase from Licensed Parties, and if so, the date(s) of the purchase(s); and (iv) a personally signed statement from the claimant (and not their counsel) verifying the accuracy of the contents of the Notice of Dispute. The Notice of Dispute must be individualized, meaning it can concern only your Dispute and no other person’s Dispute. Licensed Parties will send any notice of a Dispute to you at the email address or mailing address it has for you, if any.

After receipt of a Notice of Dispute, the parties shall engage in a good faith effort to resolve the Dispute for a period of sixty (60) days (which can be extended by agreement). You and we agree that, after receipt of the Notice of Dispute, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually-convenient time and to seek to reach a resolution.

Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures subsection is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this subsection. All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that you and Licensed Parties have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, the parties agree that a court of competent jurisdiction may enjoin the filing or stay the prosecution of an arbitration. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.

If the parties cannot resolve the Dispute through the Informal Dispute Resolution Procedures above, you and Licensed Parties each agree that all Disputes shall be resolved exclusively through final and binding individual arbitration, rather than in court. The parties may agree to waive hearings and resolve Disputes through submission of documents. Any arbitration hearing will be conducted remotely by telephone or video conference to the extent possible, but if the arbitrator determines, or the parties agree, that a hearing should be conducted in person, the arbitration hearing will take place as close to your residence as practicable, or another agreed upon locale, and shall be before one arbitrator.

All Disputes shall be submitted to National Arbitration and Mediation (www.namadr.com) (“NAM”) for arbitration before one arbitrator. The arbitration will be administered by NAM in accordance with NAM’s Comprehensive Dispute Resolution Rules and Procedures and, as applicable, Mass Filing Supplemental Dispute Resolution Rules and Procedures, then in effect (the “NAM Rules”), except as modified by this Arbitration Agreement. A party who desires to initiate arbitration must provide the other party with a written demand for arbitration as specified in the NAM Rules. A form for initiating arbitration proceedings is available on NAM’s website at www.namadr.com/resources/rules-fees-forms/. You and we agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced above, and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented). The parties agree that submission of the certification shall be required for the Dispute to be deemed properly filed. For additional information on how to commence an arbitration proceeding, you can contact NAM at [email protected].

If NAM notifies the parties in writing that it is not available to arbitrate any Dispute, or if NAM is otherwise unable to arbitrate any Dispute, that Dispute shall be submitted to ADR Services, Inc. (“ADR Services”) for final and binding individual arbitration before one arbitrator. The arbitration will be administered by ADR Services in accordance with the ADR Services rules and procedures then in effect (the “ADR Services Rules”), except as modified by this Arbitration Agreement.

Notwithstanding any choice of law or other provision in this Agreement, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq., will govern its interpretation and enforcement and any proceedings under it. It is the intent of the parties that the FAA and the NAM Rules or ADR Services Rules (as applicable) shall preempt all state laws to the fullest extent permitted by law. If the FAA and the NAM Rules or ADR Services Rules (as applicable) are found to not apply to any issue that arises under this Arbitration Agreement, then that issue shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State of California, without regard to choice or conflict of law principles.

At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

As in court, you and Licensed Parties agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b) and any applicable state laws of similar import, including certification that the Dispute or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under the NAM Rules or ADR Services Rules (as applicable), Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriate represented parties and counsel.

Except as expressly provided in the Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, in accordance with applicable law.

Licensed Parties reserve all rights and defenses as to each and any Dispute, demand for arbitration, and claimant. These Mass Filing Procedures shall in no way be interpreted as authorizing class arbitrations of any kind.

Arbitrator’s Fees: You and we agree that arbitration should be cost-effective for all parties and that any party may engage with NAM, ADR Services (as applicable), and/or the arbitrator to address the apportionment of the arbitrator’s fees.

Confidentiality: The parties agree that the arbitrator is authorized to issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.

Requirement of Individualized Relief: The parties agree that, to the fullest extent permitted by law, the arbitrator is authorized, upon either party’s request, to award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Dispute.

(e) Severability & Survival

If any provision of this Arbitration Agreement, or a portion thereof, is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The remainder of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein. Notwithstanding the foregoing, if any court or arbitrator determines that the Class Action/Jury Trial Waiver set forth in this Arbitration Agreement is void or unenforceable for any reason, or that your Dispute can proceed on a class, collective, representative, or consolidated basis (other than the Mass Filing Procedures), then, after the exhaustion of all appeals of that determination, you and Licensed Parties shall be deemed not to have agreed to arbitrate Disputes, and your Dispute must be litigated in a federal or state court of competent jurisdiction in California, and shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State and governed by California law, without regard to choice or conflict of law principles. In addition, if the Mass Filing Procedures apply to your Dispute, and any court or arbitrator determines that the Mass Filing Procedures are void or unenforceable for any reason, then, after the exhaustion of all appeals of that determination, you and Licensed Parties shall be deemed not to have agreed to arbitrate that Dispute, and it must be litigated in a federal or state court of competent jurisdiction in California, and shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State and governed by California law, without regard to choice or conflict of law principles.

This Arbitration Agreement shall survive termination of this Agreement. Except as provided above, the terms and conditions of this Arbitration Agreement shall supersede and replace any and all previous arbitration and class action/jury waiver agreements you may have entered into with Licensed Parties.

Miscellaneous.

(a) Language. The English version of this Agreement shall govern, and all translated versions are provided for reference purposes only. However, to the extent this Agreement contains any special provisions established in accordance with the laws and regulations of, or expressly applicable to users in, the country or region in which you reside, those provisions shall apply.

(b) General. This Agreement is the entire agreement between you and us for your use of the Services. It supersedes any prior agreements between you and us regarding your use of the Services. We may assign this Agreement, in whole or in part, at any time without notice to you. You may not assign your rights or obligations under this Agreement or transfer any rights to use the Services. All parts of this Agreement apply to the fullest extent permitted by applicable law. Section 14 prevails over this section in the event of any inconsistency with it. All Sections that by their nature apply after this Agreement ends will survive any termination or cancellation of this Agreement. We reserve the right to investigate and prosecute any suspected breaches of this Agreement or use of the Services. We may disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.

(c) Severability. If any clause within this Agreement section is found to be invalid, unenforceable, or illegal, that clause will be limited or eliminated to the minimum extent necessary and the remainder of this Agreement will be given full force and effect.

(d) Remedies. In the event that you breach this Agreement, you hereby agree that we would be irreparably damaged if this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to obtain equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.

(e) Export Laws. You acknowledge and understand that the Services may be subject to U.S. and other export control and sanctions laws and regulations, including, without limitation, the Export Administration Regulations and other regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) the United Nations Security Council (“UNSC”), Her Majesty’s Treasury (“HMT”), the European Union or any of its member states, or other relevant sanctions authority, as applicable (collectively, the “Export Controls and Sanctions Laws”). You represent that you are not a Sanctioned Person (as defined below) and agree not to take any action that will cause anyone, including, without limitation, any of the Licensed Parties, to be in violation of any applicable Export Controls and Sanctions Laws. For purposes of this Agreement, “Sanctioned Person” means any government, country, corporation, or other entity, group, or individual with whom or which Export Controls and Sanctions Laws prohibit or restrict a person or entity in the U.S. or your jurisdiction of residence from engaging in transactions, and includes, without limitation, any individual, corporation, or other entity that (1) appears on OFAC’s Specially Designated Nationals and Blocked Persons List or other lists maintained by OFAC, UNSC, HMT, the European Union or any of its member states, or other relevant sanctions authority or the U.S. Department of Commerce or similar entity, as each such list may be amended from time to time, or (2) is currently the subject or the target of any comprehensive sanctions laws and regulations.

Contact Us.

If you have any questions, claims, complaints, or concerns about the Services or this Agreement, please contact us at [email protected].